SERVICE SECTOR / Northlinks Capital announces Purchase Agreement
Northlinks Capital Ltd ("Northlinks"), a Junior Capital Pool company, is
pleased to announce that it has signed an agreement with RMS Holdings Inc.
("RMS"), whereby, pursuant to a definitive purchase agreement expected to be
executed on or before April 29, 1998 Northlinks will acquire all of the
shares of RMS in exchange for shares of Northlinks at a price of $0.25 per
share. RMS in turn has signed a definitive purchase agreement with Delta
Combustion Corp. ("Delta") to acquire all of the shares of Delta. Through
RMS, Northlinks will acquire Delta's business.
Since September 1995, Delta has been in the business of providing waste gas
incinerator products, especially to the oil and gas industry primarily in
Western Canada. Delta also has developed and has patent rights to proprietary
Direct Fired Heat Pipe ("DFHP") technology. DFHP's principal applications are
in the heating and separation of fluids and in line heaters in gas pipelines.
The application of the technology offers significant safety, environmental
and cost advantages to oil and gas producers. The businesses to be acquired
employ a total of five individuals.
Northlinks' strategy will be to devote significant resources to market and
introduce DFHP to the oil and gas industry, initially in Canada and
subsequently in the United Stares and internationally. It plans also to
expand the existing incinerator business.
Up to 4,480,000 common shares of Northlinks will be issued at a deemed price
of $0.25 per share to shareholders of RMS in exchange for all of the issued
and outstanding shares of RMS. The transaction has been approved by the
Boards of Directors of Northlinks, RMS and Delta and the shareholders of
Delta. A special meeting of shareholders of Northlinks will be called to
approve the proposed transaction. The transaction is also subject to
regulatory approval. It is intended that the acquisition of RMS will
constitute Northlinks' Major Transaction pursuant to Alberta Securities
Commission Policy 4.11 and Alberta Stock Exchange Circular No.7. Closing of
the transaction is expected before the end of May, 1998.
Northlinks has determined not to proceed with the previously announced
proposed acquisition of the incinerator business of Bradon Industries Ltd.
As a number of the directors of Northlinks are also directors and
shareholders of RMS, this transaction will be treated as a non-arms length
transaction.
Upon the Closing of the transaction, following shareholder and regulatory
approval, the directors and officers of the Company, all of whom are from
Calgary, will be:
Alastair Robertson, Chairman of the Board, President and Chief Executive
Officer and Director. Mr Robertson has over 20 years financial and business
experience including 14 years with Nowsco Well Service Ltd ("Nowsco"),
latterly as Senior Vice President and Chief Financial Officer.
Ross Drysdale, Director and Secretary, is a partner with the national law
firm McCarthy Tetrault and is a director of several public companies. Mr
Drysdale has extensive experience in the oil and gas industry.
Roy Mathew, Director, is a professional engineer and is an equity partner in
Bradon Industries Ltd. Mr Mathew has in excess of 20 years experience in the
oilfield service sector including 14 years with Nowsco in several management
capacities, and most recently as General Manager of Research, Development and
Engineering.
Michael McNulty, Director, is presently Vice President, Finance with
Precision Drilling Corporation and has over 20 years financial and business
experience in the oilfield service sector with Nowsco and Schlumberger. Upon
the Closing of the transaction, Mr McNulty will resign as Chief Financial
Officer of the Company.
Al Steingart, Director, is a banker and has over 30 years experience in the
banking sector with a major Canadian chartered bank, especially with respect
to the oil and gas sector.
Mr Robert French will become a Director of the Company following the Closing
of the transaction. Mr French is a chartered accountant, who over the past 30
years has gained extensive business experience as an officer and director in
several public companies.
Ms Cher McKinnon will become Vice President and Chief Financial Officer of
the Company. Ms McKinnon is a chartered accountant with over eighteen years
experience in both industry and public practice and is presently Chief
Financial Officer of RMS and President of The MacNon Group Inc. (a private
consulting firm).
For further information please contact:
Alastair J. Robertson, President
tel: (403) 234 9120
fax: (403) 234 9129
email: ajrobertson@shaw.wave.ca |
